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House of Commons

Session 2005 - 06 Internet Publications Other Bills before Parliament

Company Law Reform Bill [HL] (xxxvi-xlii)

Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxvi
Supplementary provisions
792    Issue of certificates etc: court order to make good default
Chapter 2
Evidencing and transfer of title to securities without written instrument
Introductory
793    Scope of this Chapter
794    Power to make regulations
Powers exercisable
795    Provision enabling procedures for evidencing and transferring title
796    Provision requiring arrangements to be adopted
797    Provision requiring arrangements to be adopted: order-making powers
Supplementary
798    Provision that may be included in regulations
799    Duty to consult
Part 23
Information about interests in a company’s shares
Introductory
800    Companies to which this Part applies
801    Shares to which this Part applies
Notice requiring information about interests in shares
802    Notice by company requiring information about interests in its shares
803    Notice requiring information: order imposing restrictions on shares
804    Notice requiring information: offences
805    Notice requiring information: persons exempted from obligation to comply
Power of members to require company to act
806    Power of members to require company to act
807    Duty of company to comply with requirement
808    Report to members on outcome of investigation
809    Report to members: offences
810    Right to inspect and request copy of reports
Register of interests disclosed
811    Register of interests disclosed
812    Register to be kept available for inspection
813    Associated index
814    Rights to inspect and require copy of entries
815    Court supervision of purpose for which rights may be exercised
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxvii
816    Register of interests disclosed: refusal of inspection or default in providing
copy
817    Register of interests disclosed: offences in connection with request for or
disclosure of information
818    Entries not to be removed from register
819    Removal of entries from register: old entries
820    Removal of entries from register: incorrect entry relating to third party
821    Adjustment of entry relating to share acquisition agreement
822    Duty of company ceasing to be public company
Meaning of interest in shares
823    Interest in shares: general
824    Interest in shares: right to subscribe for shares
825    Interest in shares: family interests
826    Interest in shares: corporate interests
827    Interest in shares: agreement to acquire interests in a particular company
828    Extent of obligation in case of share acquisition agreement
Other supplementary provisions
829    Information protected from wider disclosure
830    Reckoning of periods for fulfilling obligations
831    Power to make further provision by regulations
Part 24
Distributions
Chapter 1
Restrictions on when distributions may be made
Introductory
832    Meaning of “distribution”
General rules
833    Distributions to be made only out of profits available for the purpose
834    Net asset restriction on distributions by public companies
Distributions by investment companies
835    Distributions by investment companies out of accumulated revenue profits
836    Meaning of “investment company”
837    Investment company: condition as to holdings in other companies
838    Power to extend provisions relating to investment companies
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxviii
Chapter 2
Justification of distribution by reference to accounts
Justification of distribution by reference to accounts
839    Justification of distribution by reference to relevant accounts
Requirements applicable in relation to relevant accounts
840    Requirements where last annual accounts used
841    Requirements where interim accounts used
842    Requirements where initial accounts used
Application of provisions to successive distributions etc
843    Successive distributions etc by reference to the same accounts
Chapter 3
Supplementary provisions
Accounting matters
844    Realised losses and profits and revaluation of fixed assets
845    Determination of profit or loss in respect of asset where records incomplete
846    Realised profits and losses of long term insurance business
847    Treatment of development costs
Distributions in kind
848    Distributions in kind: determination of amount
849    Distributions in kind: treatment of unrealised profits
Consequences of unlawful distribution
850    Consequences of unlawful distribution
Other matters
851    Saving for certain older provisions in articles
852    Restriction on application of unrealised profits
853    Treatment of certain older profits or losses
854    Application of rules of law restricting distributions
855    Saving for other restrictions on distributions
856    Minor definitions
857    General power to make further provision by regulations
Part 25
A company’s annual return
858    Duty to deliver annual returns
859    Contents of annual return: general
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxix
860    Contents of annual return: information about share capital and shareholders
861    Contents of annual return: power to make further provision by regulations
862    Failure to deliver annual return
863    Application of provisions to shadow directors
Part 26
Company charges
Chapter 1
Companies registered in England and Wales or in Northern Ireland
Requirement to register company charges
864    Charges created by a company
865    Charges which have to be registered: supplementary
866    Charges existing on property acquired
Special rules about debentures
867    Charge in series of debentures
868    Additional registration requirement for commission etc. in relation to
debentures
869    Endorsement of certificate on debentures
Charges in other jurisdictions
870    Charges created in, or over property in, jurisdictions outside the United
Kingdom
871    Charges created in, or over property in, another United Kingdom jurisdiction
Orders charging land: Northern Ireland
872    Northern Ireland: registration of certain charges etc. affecting land
The register of charges
873    Register of charges to be kept by registrar
874    The period allowed for registration
875    Registration of enforcement of security
876    Entries of satisfaction and release
877    Rectification of register of charges
Avoidance of certain charges
878    Consequence of failure to register charges created by a company
Companies records and registers
879    Companies to keep copies of instruments creating charges
880    Company’s register of charges
881    Right to inspect instruments which create charges, etc.
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xl
Chapter 2
Companies registered in Scotland
Charges requiring registration
882    Charges created by a company
883    Charges which have to be registered: supplementary
884    Duty to register charges existing on property acquired
885    Charge by way of ex facie absolute disposition, etc
Special rules about debentures
886    Charge in series of debentures
887    Additional registration requirement for commission etc. in relation to
debentures
Charges on property outside the United Kingdom
888    Charges on property outside United Kingdom
The register of charges
889    Register of charges to be kept by registrar
890    The period allowed for registration
891    Entries of satisfaction and relief
892    Rectification of register of charges
Avoidance of certain charges
893    Charges void unless registered
Companies’ records and registers
894    Copies of instruments creating charges to be kept by company
895    Company’s register of charges
896    Right to inspect copies of instruments, and company’s register
Chapter 3
Powers of the Secretary of State
897    Power to make provision for effect of registration in special register
898    General power to make amendments to this Part
Part 27
Arrangements and reconstructions
Scheme of this Part
899    Scheme of this Part
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xli
Court sanction for compromise or arrangement
900    Court sanction for compromise or arrangement
901    Meeting of creditors or members
902    Statement to be circulated or made available
903    Duty of directors and trustees to provide information
904    Court order sanctioning compromise or arrangement
905    Copy of court order to be annexed to copies of company’s constitution
Reconstructions and amalgamations
906    Powers of court to facilitate reconstruction or amalgamation
907    Copy of order to be delivered to the registrar
Mergers and divisions of public companies
908    Power to make provision for mergers and divisions of public companies
Part 28
Takeovers etc
Chapter 1
The Takeover Panel
The Panel and its rules
909    The Panel
910    Rules
911    Further provisions about rules
912    Rulings
913    Directions
Information
914    Power to require documents and information
915    Restrictions on disclosure
916    Offence of disclosure in contravention of section 915
Co-operation
917    Panel’s duty of co-operation
Hearings and appeals
918    Hearings and appeals
Contravention of rules etc
919    Sanctions
920    Failure to comply with rules about bid documentation
921    Compensation
922    Enforcement by the court
923    No action for breach of statutory duty etc
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xlii
Funding
924    Fees and charges
925    Levy
926    Recovery of fees, charges or levy
Miscellaneous and supplementary
927    Panel as party to proceedings
928    Exemption from liability in damages
929    Privilege against self-incrimination
930    Annual reports
931    Amendments to Financial Services and Markets Act 2000
932    Power to extend to Isle of Man and Channel Islands
Chapter 2
Impediments to takeovers
Opting in and opting out
933    Opting in and opting out
934    Further provision about opting-in and opting-out resolutions
Consequences of opting in
935    Effect on contractual restrictions
936    Power of offeror to require general meeting to be called
Supplementary
937    Communication of decisions
938    Interpretation of Chapter
939    Transitory provision
940    Power to extend to Isle of Man and Channel Islands
Chapter 3
“Squeeze-out” and “Sell-out”
Takeover offers
941    Meaning of “takeover offer”
942    Shares already held by the offeror etc
943    Cases where offer treated as being on same terms
944    Shares to which an offer relates
945    Effect of impossibility etc of communicating or accepting offer
“Squeeze-out”
946    Right of offeror to buy out minority shareholder
947    Further provision about notices given under section 946
948    Effect of notice under section 946
949    Further provision about consideration held on trust under section 948(9)

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